Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Goldenwell Biotech, Inc., a Nevada corporation (the "Company"), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2024 audited financial statements and related notes included in the Company's Form 10-K (File No. 000-56275; the "Form 10-K"), as filed with the Securities and Exchange Commission on May 15, 2025. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements.

OVERVIEW

The Company was incorporated in the State of Nevada on August 20, 2019, and established a fiscal year end of December 31.

Going Concern

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. Substantially greater revenues are not anticipated until we complete the financing we endeavor to obtain, as described in this Form 10-Q, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.

At June 30, 2025, we have an outstanding related-party loan of $95,588.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Accounting

The Company's financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

11

Basic Earnings (loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. Occasional transactions may occur in Chinese Renminbi or Australian Dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss).

Fair Value of Financial Instruments

The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Start-Up expenses

As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses.

Property and Equipment

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

12

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

PLAN OF OPERATION

We are an early stage corporation and have generated revenues of $0 and $0 from sales of our nutraceutical and dietary supplements business during the six-month periods ended June 30, 2025, and 2024. Accordingly, our plan of operation for the 12 months following the filing of this Quarterly Report on Form 10-Q is to increase the sales of our products.

The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2024, from its cash of $4,755 as of June 30, 2025. As of June 30, 2025, we had a working capital balance of $(19,239).

RESULTS OF OPERATIONS

Three and Six Months Ended June 30, 2025 as compared to Three and Six Months Ended June 30, 2024:

We recorded sales revenues of $0 and $139, respectively, during the three months ended June 30, 2025 and 2024.

We recorded sales revenues of $0 and $297, respectively, during the six months ended June 30, 2025 and 2024.

We recorded services revenues of $25,000 and $0, respectively, during the three and six months ended June 30, 2025 and 2024.

For the three months ended June 30, 2025 and 2024, general and administrative expenses were $40,620 and $47,890, respectively.

For the six months ended June 30, 2025 and 2024, general and administrative expenses were $72,892 and $76,846, respectively.

We recorded net losses of $17,720 and $49,920, respectively, during the three months ended June 30, 2025 and 2024.

We recorded net losses of $52,096 and $80,897, respectively, during the six months ended June 30, 2025 and 2024.

Liquidity and Capital Resources

At June 30, 2025, we had a cash balance of $76,507 and total current liabilities of $350,633, consisting of unearned revenue. Our working capital balance at June 30, 2025, was $(99,337). We have sufficient cash on hand to fund our ongoing operational expenses through December 31, 2024.

Material hurdles remain until we can increase sales of our products. First, we must construct manufacturing facilities, which includes locating a site, installing a workshop and setting up equipment. No special equipment needs to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second, our workforce will need to be trained, however, no specialized education or experience is needed by labor we intend to hire. We estimate that we need approximately $5,000,000 to complete such activities and that it would take approximately one year to complete such activities. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our activities. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue the expansion of our business.

At June 30, 2025, our total assets were $251,295, consisting of cash of $76,507, and inventory of $174,788.

At June 30, 2025, our total liabilities were $350,633 and stockholders' equity was $(99,337).

13

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. Net cash used in operations was $59,380 and $(47,751) for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, net cash used in operations was $27,104 and $(76,761), respectively.

Cash Flows from Financing Activities

Net cash flows provided by financing activities was $0 and $49,250, for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, net cash flows provided by financing activities was $0 and $49,250, respectively.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the six months ended June 30, 2025.

Subsequent Events

None through date of this filing.